The aim of this study was to explore the extent of and factors associated with the use of medicines for psychological distress among midlife Australian women. Data were gathered from a baseline sample of 13,961 women and a follow-up study using semi-structured telephone interviews in New South Wales, Australia, between August and December 1997. Logistic regression was used to identify factors associated with medicine use. Qualitative comments regarding women’s experiences of and attitudes to medicine use were analysed thematically. The respondents were 322 women aged 46-50 with low mental health scores who took part in the baseline survey of the Women’s Health Australia study. Thirty-six percent of women who reported a recent period of psychological distress used medicines to help them cope. Taking medicines for distress (either prescribed or non-prescribed) was significantly associated with a lower mental health score on the MHI-5 (OR=0.98, 95% CI 0.96-1.00) and an increasing number of negative life events (OR=1.14, 95% CI 1.05-1.24). Taking medicines prescribed by a general practitioner was associated with being dissatisfied with one’s family relationships (OR=0.52, 95% CI 0.30-0.91), or having gone through menopause in the past year (OR=1.68, 95% CI 1.00-2.81). Qualitative data (n=117) highlighted several concerns about use of prescribed psychotropic medicines, including a belief in natural remedies, unacceptable side-effects, fear of dependency, a belief that medicines cover up problems that need to be solved and that doctors prescribe too readily. While over one third of the midlife women took medicines to help them cope with a period of distress, many expressed negative views about the use of prescribed psychotropic drugs. Taking a partnership approach with women, exploring their attitudes to both the distress and the medications is essential if doctors are to achieve the objectives of quality use of medicines and patient satisfaction.